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Deciding Not to Decide: Mahanoy Area School District v. B.L. and the Supreme Court\u27s Ambivalence towards Student Speech Rights
Get PDFChancery Court Provides Additional Clarity on Disclosure Requirements for Establishing Corwin Defense
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Separation of Powers versus Checks and Balances in the Criminal Justice System: A Response to Professor Epps
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Supreme Court - Finding Seller\u27s Responses to COVID-19 Violated Ordinary Course Covenant, despite Lack of MAE - Upholds Chancery Decision Allowing Buyer to Abandon Signed Transaction
Get PDFThe Rise of Affectivism
Get PDFResearch over the past decades has demonstrated the explanatory power of emotions, feelings, motivations, moods, and other affective processes when trying to understand and predict how we think and behave. In this consensus article, we ask: has the increasingly recognized impact of affective phenomena ushered in a new era, the era of affectivism? ...
The behavioural and cognitive sciences have faced perennial challenges of incorporating emotions, feelings, motivations, moods, and other affective processes into models of human behaviour and the human mind. Such processes have long been marginalised or ignored, typically on the basis that they were irrational, un-measurable, or simply unenlightening. However, it has become increasingly difficult to deny that these processes are not only linked to our well-being, but also shape our behaviour and drive key cognitive mechanisms such as attention, learning, memory, and decision-making
The SEC\u27s Shareholder Proposal: Creating A Corporate Public Square
Get PDFIn this Article, we take advantage of this Symposium\u27s goals to think broadly about the future of Rule 14a-8 of the Securities Exchange Act of 1934, the shareholder proposal rule. We set forth a vision for the rule to address boardroom insularity by likening the shareholder proposal rule as the public square for shareholders. The existence of such a forum would redound to the benefit of investors, officers, and boards of directors as a fount of current and usefuil information about their investors\u27 and stakeholders\u27 concerns.
We therefore rethink the mission of Rule 14a-8. In doing so, we explore whether it can provide a ready-made corporate public square for all companies; that is, rather than view Rule 14a-8 as purely enabling shareholders to sample the beliefs of their fellow shareholders, we perceive a broader social value. We cast Rule 14a-8 as a mechanism for assisting corporate directors generally, meaning not just those on the board of the corporation that is the target of a proposal, but also directors at all corporations, in gathering valuable information to help them better perform their duties.
In making these claims, we fully accept the functional view that Rule 14a-8 addresses itself to shareholders facing high barriers to their efforts to communicate with their directors and among themselves by providing them with an inexpensive vehicle for making their views known. We also believe it is equally important to understand that the message derived from proposals, and the votes they garner, is also heard by managers of other companies. We see that the temperature being taken through Rule 14a-8 is not just that of the proponent but a broad group of the company\u27s stockholders that likely is reflective of societal beliefs.
Construing Rule 14a-8 to facilitate a public square will weaken the social and psychological forces that can insulate management and the board from alternative perspectives regarding the firm\u27s objectives. Board directors often live cloistered lives and naturally identify with the firm\u27s successes and the operating practices. Thus, as their length of service increases, directors risk failing to broaden their perspectives to reflect the constellation of views held by the shareholders. Overall, a public square could help directors preserve and even gain afar richer and aligned perspective. Moreover, as opposed to one-off meetings with portfolio companies, voting on shareholder proposals provides both the chance to discern the views of other financial institutions and the opportunity to present a cohesive voice across a group of investors behind a recommended course of action set forth in a proposal